1. Purpose

These Terms of Service (hereinafter "Terms") govern the services provided by Amina Ouadday, operating under the trade name Ouadday (hereinafter "the Service Provider"), to any entity or individual (hereinafter "the Client") who requests them. Signature of the quote constitutes full acceptance of these Terms.

2. Services

The Service Provider offers consulting, design and development services in the digital field: audit and diagnostic, websites, process automation, data and analytics infrastructure, SEO, brand identity, maintenance. The exact scope of each service is defined in a signed quote and, where applicable, an attached statement of work.

3. Quote and order

Each service is subject to a quote based on the Client's stated needs. The quote is valid for 30 days from its date of issue. The service is deemed ordered upon signature of the quote by the Client, which constitutes acceptance of these Terms and the attached statement of work.

4. Prices and payment terms

Prices are indicated in euros. The Service Provider benefits from the French VAT exemption scheme (art. 293 B of the CGI): VAT not applicable.

Unless otherwise stated in the quote, payment is made in three installments:

30% deposit upon quote signature (work kickoff)
60% on delivery of the service
10% after handover (documentation delivered and Client's onboarding validated)

Payments are made by bank transfer or via Stripe. In case of late payment, legal late penalties apply. For B2B, a flat recovery fee of €40 is due as of right (art. L. 441-10 of the French Commercial Code).

4.A Indicative nature of prices and timelines published on the website

Price ranges and delivery timelines displayed on the public pages of the ouadday.com website (notably /services, /custom-crm, the cluster pages /paris/* and /kinshasa/*) are strictly indicative and calibrated from comparable past projects. They constitute neither a firm commercial offer nor a contractual commitment by the Service Provider.

Only the personalized quote, dated, signed by both parties, and based on the specific scoping of the Client's project (actual volume, technical requirements, regulatory constraints, existing data quality, urgency level) is binding on:

The exact scope of services delivered
The final amount of the service
The milestones and estimated delivery date
The applicable payment terms

The Service Provider reserves the right to adjust displayed ranges on the website without prior notice, to reflect the evolution of its projects, operating costs, technology used, or market conditions. Previous versions of public pages do not bind the Service Provider and cannot be invoked retroactively by the Client.

5. Delivery times

Delivery times are indicated for information only in the quote. The Service Provider commits to implementing the necessary means to meet them. Any delay attributable to the Client (late content delivery, validation returns, decision delays) results in a proportional postponement of the delivery date.

6. Client obligations

The Client undertakes to:

Provide the information, content and access necessary for the service
Carry out intermediate validations within the agreed timeframes
Respond to the Service Provider's requests within reasonable delays
Settle invoices according to the agreed schedule

7. Intellectual property

Upon full payment of the service, the Service Provider grants the Client non-exclusive exploitation rights to the deliverables created specifically for the project: source code, design, content written for the project.

The Service Provider retains at all times its know-how, methods, internal tools and reusable code libraries, which it may continue to use for other projects.

The Service Provider reserves the right to mention the service in its portfolio, commercial communications, social networks and professional references. Any explicit confidentiality request (NDA, portfolio exclusion) from the Client is subject to a specific clause in the quote, with additional billing for the loss of this right to mention.

8. Hosting and domain name

Unless otherwise stated in the quote, hosting and domain name are subscribed, managed and paid for directly by the Client, who remains the owner and responsible party. The Service Provider assists the Client with the initial configuration and deployment (included in the service).

Upon explicit request, the Service Provider can take over the technical management of the hosting and/or domain. This service is then subject to specific billing under a separate maintenance contract.

9. Warranty and maintenance

9.1 Warranty of complete performance (free, 15 days)
For 15 days after delivery, the Service Provider corrects free of charge any bugs strictly attributable to its service, i.e. any deviation from the signed statement of work. Modifications outside the initial scope are not covered.

9.2 Evolutions and modifications (subject to quote)
Any modification, addition of functionality or evolution not planned in the initial statement of work is considered an evolution and is subject to an additional quote. The Service Provider commits to responding to any evolution request within 5 working days.

9.3 Monthly maintenance package (optional)
The Service Provider offers monthly maintenance packages with a defined volume of hours, including: technical updates, monitoring, small modifications, email support (response within 48 business hours). Overages of the included volume are billed at the current hourly rate. The maintenance contract is subject to a separate document specifying scope, duration (minimum 1 month), price and termination conditions.

10. Right of withdrawal (B2C only)

In accordance with article L. 221-18 of the French Consumer Code, the consumer Client (natural person acting outside their professional activity) has a period of 14 days from the conclusion of the contract to exercise their right of withdrawal, without having to give reasons.

However, if the consumer Client expressly requests the execution of the service before the expiration of this period (which is the case when work begins upon receipt of the deposit), they waive their right of withdrawal for the part of the service already executed, in accordance with article L. 221-25 of the French Consumer Code.

11. Liability

The liability of the Service Provider is limited to the pre-tax amount actually paid by the Client for the relevant service. The Service Provider cannot be held responsible for indirect damages: loss of data, loss of business, loss of profits, damage to reputation, expenses incurred with third parties.

The Service Provider implements market best practices to ensure the quality, security and performance of its deliverables. It cannot, however, be held responsible for failures attributable to third-party services (host, API providers, search engines) or force majeure events.

11.A Data migration (shared scope)

Any data migration service from an existing system (Excel, Odoo, Airtable, Salesforce, HubSpot or any other source system) is treated as a separate service, in shared scope between the Client and the Service Provider, subject to a separate quote from the main development.

Service Provider scope: definition of the target data model, provision of the import script, validation on a staging environment, execution of the import after joint validation.

Client scope: designation of an IT or data lead on the Client side, provision of the export from the source system, guarantee of consistency, completeness and quality of incoming data (deduplication, formats, mandatory values, referential integrity). In the absence of an identified Client interlocutor on these matters, the migration shall not commence.

Timeline: defined after a joint audit of existing data (approximately 1 day of audit). Typically 2 to 6 weeks depending on volume and initial data quality. No timeline is guaranteed before this audit is completed.

Migration-specific liability boundary: the quality of imported data directly depends on the quality of exported data. The Service Provider shall not be held liable for inconsistencies, duplicates, erroneous values or information losses pre-existing in the source system. Any import is preceded by a test on a jointly validated subset before full go-live.

11.B Third-party integrations and mobile money

Any third-party service integration (payment gateway, mobile money aggregator, messaging platform, external API) remains conditional on the availability, stability and commercial terms of the relevant third-party service, beyond the control of the Service Provider.

For mobile money integrations in the Democratic Republic of Congo (Orange Money, M-Pesa, Airtel Money), the Service Provider standardly works through a local payment aggregator (FlexPay, MaxiCash or equivalent). Direct integration with operator APIs remains rare and conditional on commercial agreements specific to the Client. The exact solution is defined at the diagnosis stage based on the operator, volume and aggregator accessible to the Client.

The Service Provider shall not be held liable for tariff changes, service interruptions, API modifications or access denials imposed by third-party operators or aggregators after delivery.

11.C Artificial intelligence and personal data

Any AI integration service (conversational agents, RAG, content generation, AI-driven automation) is treated as a separate technical service, in shared scope between Client and Service Provider, subject to a separate quote.

Service Provider scope: technical integration of a third-party Large Language Model (LLM) via API (OpenAI, Anthropic, Mistral or equivalent), RAG setup on Client-provided document sources, prompt engineering, technical guardrails (human validation on critical actions, source citation).

Client scope: quality and lawfulness of data provided, global GDPR compliance (processing register, legal notices, data subject information), designation of a DPO or RGPD/AI legal counsel for legal validation of processing activities. Without a designated DPO or legal counsel on the Client side, the Service Provider may decline the mission or limit it to use cases not requiring complex GDPR validation.

Out of scope: (a) full GDPR audit or final drafting of DPAs, legal notices or processing registers (falls to the Client's legal counsel or DPO); (b) fine-tuning of proprietary LLM models on Client data; (c) projects for regulated sectors requiring specific certifications (HDS Health Data Hosting, SecNumCloud, OIV, defense, certified public sector); (d) guaranteed quantified precision on LLM outputs, which remain probabilistic by nature.

LLM subprocessors: OpenAI, Anthropic, Mistral and other model providers are third-party subprocessors of the Client. Their terms of service, privacy policies, pricing and hosting zones evolve independently of the Service Provider. The Client is informed of the LLM subprocessor list used and provides explicit consent before any data transfer to these services.

AI-specific liability boundaries: the Service Provider shall not be liable for (a) content generated by third-party LLMs (hallucinations, factual errors, bias) beyond the documented technical guardrails; (b) future evolutions of European regulatory frameworks (GDPR, AI Act, AI Liability Directive) after delivery; (c) consequences of using the AI system outside the scope defined in the quote.

12. Confidentiality

The parties undertake to preserve the confidentiality of commercial, technical and strategic information exchanged during the service. This commitment remains valid throughout the duration of the commercial relationship and for 3 years after its termination.

13. Termination

In case of serious breach by one of the parties of its obligations, the other party may terminate the contract as of right after formal notice that has remained without effect for 15 days. The amounts already paid for services performed remain acquired by the Service Provider pro rata to the progress.

14. Personal data

Personal data collected in the context of the service is processed in accordance with the Privacy policy of the Service Provider.

15. Applicable law and jurisdiction

These Terms are governed by French law. Any dispute relating to their interpretation or execution shall, in the absence of amicable resolution, fall under the exclusive jurisdiction of the French courts.

16. Consumer mediation (B2C)

In accordance with article L. 612-1 of the French Consumer Code, the consumer Client may resort free of charge to a mediator with a view to amicable resolution of the dispute before any legal action.

17. Acceptance

Signature of the quote by the Client implies unconditional acceptance of these Terms. No particular condition may prevail against these Terms, except with formal and written acceptance of the Service Provider.